Composition of Various Committees of ARSS Infrastructure Projects Limited pursuant to Companies Act' 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

1. AUDIT COMMITTEE :

The Audit Committee of the Company is constituted in line with provision of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. However, Pursuant to commencement of the CIR process, the powers of the board of directors stand suspended and are exercised by the interim resolution professional or resolution professional, as the case may be, in accordance with the provisions of the Code. The requirement of minimum number of members in the audit committee in accordance with the Companies Act, 2013 and the rules framed thereunder is not maintainable on account of suspension of the powers of the Board. In terms of the SEBI LODR Regulations, a company undergoing CIR process is not required to comply with Regulation 18(1)(a) of the SEBI LODR Regulations dealing with the minimum number of the members in the audit committee of a listed company.

2. NOMINATION AND REMUNERATION COMMITTEE :

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has re-constituted the Remuneration Committee into the Nomination & Remuneration Committee. However, Pursuant to commencement of the CIR process, the powers of the board of directors stand suspended and are exercised by the interim resolution professional or resolution professional, as the case may be, in accordance with the provisions of the Code. The requirement of minimum number of members in the nomination and remuneration committee in accordance with the Companies Act, 2013 and the rules framed thereunder is not maintainable on account of suspension of the powers of the Board. In terms of the SEBI LODR Regulations, a company undergoing CIR process is not required to comply with Regulation 19(1)(a) of the SEBI LODR Regulations dealing with the minimum number of the members in the nomination and remuneration committee of a listed company.

Further, in terms of SEBI LODR Regulations, a company undergoing CIR process is not required to comply with Regulation 19 of the SEBI LODR Regulations dealing with the requirements of constitution, meetings and terms of reference of the nomination and remuneration committee.

3. STAKE HOLDERS RELATIONSHIP COMMITTEE :

In compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has re-constituted the Investors’ Grievance & Share Transfer Committee and renamed as Stake Holders Relationship Committee in Compliance with Section 178 (5) of the Companies Act 2013. However, Pursuant to commencement of the CIR process, the powers of the board of directors stand suspended and are exercised by the interim resolution professional or the resolution professional, as the case may be, in accordance with the provisions of the Code. Further, in terms of SEBI LODR Regulations, a company undergoing CIR process is not required to comply with Regulation 20 of the SEBI LODR Regulations dealing with the requirements of constitution, meetings and terms of reference of the stakeholders’ relationship committee.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

The Committee is constituted in line with the Provision of Section 135 of the Companies Act 2013. The CSR Committee was Re-Constituted on 01.04.2021. However, Pursuant to commencement of the CIR process, the powers of the board of directors stand suspended and are exercised by the Resolution Professional, in accordance with the provisions of the Code. The requirement of minimum number of members in the CSR committee in accordance with the Companies Act, 2013 and the rules framed thereunder is not maintainable on account of suspension of the powers of the Board.

5. RISK MANAGEMENT COMMITTEE :

Pursuant to the provision of the Securities Exchange Board of India (Listing Obligations Disclosure Requirements) Regulation, 2015, the Company is not required to constitute a Risk Management Committee however the company voluntary in its board meeting held on 12th February, 2015 has constituted a Risk Management Committee. This Committee comprises 3 Members i.e. Mr. Rajesh Agarwal- Managing Director (Chairman of the committee), Mr. S. K. Pattanaik- Director (CFO) (Member of the Committee) and Mr. Sunil Agarwal- Chief Executive Officer (Member of the Committee).

This Committee has been delegated the authority by the Board to review and monitor the implementation of the risk management policy of the Company. However, During the CIRP, the power of the board and committee thereof has been suspended and are exercised by the interim resolution professional or resolution professional, as the case may be, in accordance with the provisions of the Code.